Introduction
These Terms of Services (the "Terms") constitute a binding agreement between you and Scribie Technologies, Inc. ("Scribie," "we," "our," or "us") governing your access to and use of the transcription, captioning, summarization, artificial intelligence-assisted processing, and related services that we make available through our website, APIs, enterprise interfaces, or any other platform (collectively, the "services").
By creating an account, submitting audio or video content, placing an order, accessing the services through an integration, or otherwise making use of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the services on behalf of a company or other legal entity, you represent and warrant that you are duly authorized to bind that entity, and references to "you" or "your" shall be interpreted to include such entity.
If you do not agree to these Terms, you may not access or use the services. Scribie may revise these Terms at any time. When revisions are material, we will provide notice as appropriate under the circumstances. Your continued use of the services following the effective date of any revisions constitutes your acceptance of the updated Terms.
Definitions
For purposes of these Terms, the following definitions apply:
- "Account" means the individual or organizational account created to access and use the services.
- "Applicable Laws" means all laws, statutes, regulations, governmental requirements, and industry standards applicable to your use of the services.
- "Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing, or electronically, that is identified as confidential or that reasonably should be understood to be confidential.
- "Customer Content" means any audio, video, text, images, or other materials uploaded, transmitted, or otherwise provided by you for processing through the services.
- "Services Output" means transcripts, captions, summaries, formatted text, or any other deliverables generated by the services from Customer Content.
- "Enterprise Customer" means any organization or entity accessing the services pursuant to a written Order Form or enterprise agreement.
- "Order Form" means a mutually executed document outlining commercial terms governing enterprise or customized use of the services.
- "Sub-processors" means third-party service providers engaged by Scribie to support processing activities as described in Scribie's Data Processing Addendum.
- "DPA" means Scribie's Data Processing Addendum, incorporated by reference into these Terms.
Eligibility and Account Security
You represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into these Terms. If you are accessing the services on behalf of a company or other legal entity, you further represent and warrant that you are duly authorized to bind such entity.
You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account, whether or not authorized by you. You agree to notify Scribie immediately of any actual or suspected unauthorized use of your Account or any other breach of security.
Scribie reserves the right, in its sole discretion, to refuse registration, close Accounts, or reclaim usernames where necessary to comply with Applicable Laws, protect users, or prevent abuse.
You acknowledge that Scribie's determinations relating to quality assessment, duplicate orders, customer refunds, and corresponding earnings adjustments shall be binding for purposes of payment processing and platform operations, subject to your right to raise a dispute in accordance with the arbitration provisions of these Terms.
Access to and Use of the Services
Subject to your compliance with these Terms, Scribie grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the services for your internal business or personal purposes. Scribie reserves all rights not expressly granted herein.
You represent and warrant that you have obtained all necessary rights, consents, and permissions to submit Customer Content to the services and to receive and use the Services Output. You acknowledge that you are solely responsible for the nature, quality, and legality of Customer Content and for ensuring that its submission does not infringe the rights of any third party or violate any Applicable Laws.
Scribie may introduce enhancements, modifications, or deprecations to the services from time to time. Where a modification materially reduces the core functionality of a paid feature, Scribie shall use reasonable efforts to provide advance notice.
You agree not to use the services for any unlawful or unauthorized purpose and shall comply with all Applicable Laws in connection with your use of the services.
Customer Content, Ownership, and Licenses
You retain all right, title, and interest in and to Customer Content and in any Services Output generated from such Customer Content. Scribie does not claim ownership of Customer Content or Services Output.
By submitting Customer Content to the services, you grant Scribie a limited, revocable, non-exclusive, worldwide license to host, store, process, convert, transmit, and reproduce Customer Content solely to the extent necessary to provide, maintain, secure, and support the services. This license does not permit Scribie to use Customer Content for any unrelated purpose.
Scribie may use Customer Content and/or Services Output by default for the limited purpose of training, testing, validating, and improving Scribie's internal machine-learning models and systems. Such use shall be restricted to Scribie's internal operations and shall not include training of third-party or general-purpose models.
Customers may opt out of such internal training at any time by submitting a written request through the account settings or by contacting Scribie at privacy@scribie.com, in which case Scribie will cease such use on a going-forward basis in accordance with the DPA.
Where you authorize human review, whether for quality assurance, annotation, labeling, or optional model-improvement workflows, you acknowledge and agree that Customer Content may be accessed by carefully vetted human reviewers bound by contractual confidentiality obligations and operating under SOC 2 aligned controls. Scribie shall ensure that all such review occurs in secure and restricted environments.
You are solely responsible for maintaining backups of Customer Content and Services Output. Scribie does not guarantee long-term storage unless expressly agreed in an Order Form.
Fees, Billing, and Taxes
Fees for the services shall be those displayed at the time of order or as otherwise agreed in an applicable Order Form. By placing an order, you authorize Scribie or its designated payment processor to charge your selected payment method.
You are responsible for providing complete and accurate billing information and for ensuring that such information remains current. Scribie may suspend access to the services if any undisputed amounts remain unpaid following reasonable notice.
All fees are exclusive of applicable taxes, and you agree to bear responsibility for any sales, use, VAT, GST, or similar taxes arising from your use of the services, except taxes based on Scribie's income.
Except as expressly required under Applicable Laws, all fees are non-refundable once the services have begun. If you believe a charge was made in error, you must notify Scribie within thirty (30) days, after which the charge shall be deemed accepted.
If you dispute a valid charge (chargeback), Scribie may suspend or terminate your account. Unresolved debts may be referred to collections. Refunds are provided only for charges made in error.
Scribie may, at its discretion and acting in good faith, withhold, reverse, or adjust earnings or credits where such action is required due to customer cancellations, refunds, duplicate or erroneous orders, quality control failures, policy violations, fraud, or system errors. Any such adjustment shall be deemed an operational decision necessary for platform integrity and customer compliance.
Acceptable Use
You shall not submit Customer Content or use the services in any manner that violates Applicable Laws, infringes intellectual property rights, or is unlawful, defamatory, obscene, hateful, harassing, exploitative, or otherwise objectionable.
You shall not upload malware, attempt to gain unauthorized access to Scribie's systems, interfere with services operations, bypass security controls, or use automated tools to scrape, extract, or harvest data from the services. You may not upload content that is unlawful, defamatory, obscene, threatening, or that infringes third-party rights.
Unless expressly permitted, you shall not submit medical records, Protected Health Information (PHI), government-issued identifiers, financial account numbers, or other forms of sensitive data that impose enhanced regulatory obligations on Scribie.
Scribie may remove Customer Content or suspend access to the services where, in Scribie's reasonable judgment, such action is necessary to prevent harm, ensure compliance with these Terms, or comply with Applicable Laws.
Data Protection and Privacy
With respect to personal data collected through Scribie's website, marketing activities, account administration, and similar interactions, Scribie acts as an independent controller and will process such data in accordance with Scribie's Privacy Policy.
With respect to personal data contained within Customer Content or Services Output that Scribie processes on your behalf, Scribie acts as a processor, and the DPA shall govern such processing. The DPA forms an integral part of these Terms.
Scribie implements technical and organizational measures consistent with SOC 2 principles to protect Customer Content and personal data processed through the services. Although Scribie strives to maintain a secure environment, no system is entirely free of risk, and Scribie does not guarantee absolute security.
In the event of a confirmed security incident affecting Customer Content or personal data, Scribie shall notify you without undue delay and provide reasonable cooperation to support your compliance obligations.
Scribie does not sell, rent, or share your personal data with third parties for their own marketing purposes.
To the extent Scribie processes Personal Data on behalf of a Customer in connection with the Services, such processing shall be governed by Scribie's Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference. In the event of any conflict between the DPA and these Terms, the DPA shall prevail with respect to the processing of Personal Data.
API Access
If Scribie provides access to APIs, you may use them solely in accordance with documentation provided by Scribie. You may not share API keys, exceed usage limits, or access the APIs for the purpose of developing competing services.
Scribie may monitor API usage for compliance, security, and performance purposes and may revoke or suspend API access for misuse or violation of these Terms.
Service Availability, Support, and Modifications
Scribie will use commercially reasonable efforts to make the services available, subject to reasonable downtime for maintenance, upgrades, emergency repairs, or events beyond Scribie's reasonable control.
Unless expressly agreed in a separate written agreement or service level agreement, Scribie does not guarantee any particular uptime, response time, or support level, and the services are provided without any service-level commitments.
Scribie reserves the right to modify, suspend, or discontinue any part of the services at any time, including the introduction of new features or the removal or modification of existing features. Where a change materially reduces the core functionality of a paid feature, Scribie shall use reasonable efforts to provide advance notice.
Any feedback or suggestions regarding the services that you provide to Scribie shall not entitle you to any compensation or right, and Scribie may use such feedback at its discretion.
Third-Party Services
The services may interoperate with third-party tools or services. Your use of such third-party tools is governed by their respective terms and policies, and Scribie shall not be responsible for third-party acts or omissions.
To the extent necessary for interoperability, you authorize Scribie to exchange data with third-party providers that you choose to integrate.
Intellectual Property Rights
Except for Customer Content and Services Output, Scribie and its licensors retain all rights, title, and interest in and to the services, including all software, algorithms, user interfaces, documentation, designs, and proprietary technology.
No rights are granted to you except as expressly set forth in these Terms, and nothing herein shall be construed as transferring or assigning any intellectual property rights from Scribie to you.
If you provide feedback, suggestions, or ideas relating to the services, you grant Scribie a perpetual, irrevocable, royalty-free license to use, commercialize, and incorporate such feedback into Scribie's products and services without obligation to you.
Confidentiality
Each party agrees to maintain in strict confidence all Confidential Information received from the other and to use such information solely as necessary to exercise its rights and perform its obligations under these Terms.
Each party shall implement reasonable measures to protect Confidential Information, which shall in no event be less protective than the measures used to safeguard its own confidential information of similar sensitivity.
Confidentiality obligations shall not apply to information that: (a) becomes public through no fault of the receiving party; (b) was known by the receiving party prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is rightfully obtained from a third party without restriction.
A party may disclose Confidential Information where required by law, subpoena, or court order, provided that (to the extent legally permitted) it gives the disclosing party prompt notice and an opportunity to seek protective measures.
Term and Termination
These Terms remain in effect for as long as you access or use the services. You may terminate your Account at any time by following account closure instructions or contacting Scribie.
Scribie may suspend or terminate your access to the services where: (a) you materially breach these Terms and fail to remedy the breach within a reasonable period after receiving notice; (b) your usage presents a security or legal risk; or (c) required by law or governmental authority.
Upon termination, your right to use the services shall immediately cease, and Scribie shall handle Customer Content and Services Output in accordance with the DPA and Privacy Policy.
Sections relating to confidentiality, indemnification, limitations of liability, ownership, and dispute resolution shall survive termination.
Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES AND ALL SERVICES OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, OR NON-INFRINGEMENT.
Scribie does not warrant that the services will be uninterrupted, error-free, secure, or compatible with your equipment or systems, nor that Services Output will be entirely accurate or suitable for any specific purpose.
Intellectual Property Complaints and DMCA
Scribie respects the intellectual property rights of others and expects users of the services to do the same. You shall not upload, submit, or otherwise make available Customer Content that infringes any third party's copyrights, trademarks, or other intellectual property rights.
If you believe that any content on the services infringes your intellectual property rights, you may notify Scribie by providing a written notice containing: (a) identification of the copyrighted work or other intellectual property claimed to have been infringed; (b) identification of the allegedly infringing material, with sufficient detail to allow Scribie to locate it; (c) your contact information; (d) a statement that you have a good-faith belief that the disputed use is not authorized by the rights owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the information you have provided is accurate and that you are the rights owner or authorized to act on their behalf.
Scribie may, in appropriate circumstances, remove or disable access to content alleged to infringe intellectual property rights and may terminate the Accounts of repeat infringers.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR DIMINISHED GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES.
Except for liability that cannot be limited by law, each party's total aggregate liability for claims arising out of or related to these Terms shall not exceed the amounts paid by you to Scribie for the services during the twelve (12) months preceding the event giving rise to liability.
Indemnification
You shall defend, indemnify, and hold harmless Scribie and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Content; (b) your use of the services; (c) your violation of these Terms; or (d) infringement of intellectual property or privacy rights.
Scribie shall promptly notify you of any such claim and provide reasonable cooperation at your expense. You may not settle any claim that imposes obligations on Scribie without Scribie's prior written consent.
Governing Law and Dispute Resolution
These Terms and any dispute, controversy, or claim arising out of or relating to these Terms or the services ("Dispute") shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
Except as expressly provided below, you and Scribie agree that any dispute shall be resolved exclusively by final and binding arbitration on an individual basis, rather than in court.
You understand and agree that, by entering into these Terms, you and Scribie are each waiving the right to a trial by jury and the right to participate in a class action or similar proceeding.
Before commencing arbitration, the parties agree to first attempt to resolve the Dispute informally. The complaining party must notify the other party in writing of the Dispute and allow at least thirty (30) days for the parties to engage in good-faith negotiations. If the Dispute is not resolved within this period, either party may initiate arbitration.
Arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, including the AAA Supplementary Rules for Consumer-Related Disputes where applicable. The arbitration shall be conducted by a single, neutral arbitrator appointed in accordance with the AAA Rules.
Unless the parties agree otherwise, arbitration shall take place in San Francisco, California, and you agree to this venue for any hearings. If the arbitration is based solely on written submissions or telephonic appearances, the arbitrator may determine the location.
Arbitrator's Authority: The arbitrator shall have the exclusive authority to: determine the scope, enforceability, and arbitrability of any Dispute; resolve any procedural or substantive issues arising from the arbitration; award monetary damages, injunctive relief, or any remedy available under law; and issue a written decision stating the essential findings and conclusions.
The arbitrator may not preside over or consolidate claims of multiple parties, nor may the arbitrator conduct any form of class, collective, or representative proceeding.
Each party shall bear its own arbitration costs and attorneys' fees, except as otherwise required by Applicable Laws or AAA Rules. The arbitrator may award fees or costs only to the extent permitted by law.
Notwithstanding the above, either party may bring an individual action: in small claims court if the claim qualifies; seeking injunctive or equitable relief relating to intellectual property rights, including claims of infringement or misappropriation; or to enforce or challenge an arbitration award.
Class Action Waiver: To the maximum extent permitted by law, you and Scribie agree that any dispute shall be resolved only on an individual basis. You and Scribie expressly waive any right to: participate in a class, collective, consolidated, private attorney general, or representative action; pursue claims in a joint, combined, or aggregated manner; or have any Dispute heard or arbitrated jointly with another person's claim. If a court or arbitrator determines that this Class Action Waiver is unenforceable as to any part of a Dispute, then the entire arbitration agreement shall be null and void solely with respect to that Dispute.
Opt-Out: You may opt out of the arbitration and Class Action Waiver provisions by sending written notice to Scribie within thirty (30) days of first accepting these Terms. Your notice must: state your full name and email associated with your Account; include a clear statement that you wish to opt out of arbitration; and be sent to Scribie's designated legal contact address. Opting out will not affect your other rights or obligations under these Terms.
This arbitration agreement shall survive the termination of your Account, the termination of these Terms, and your cessation of use of the services. All determinations and adjustments under these Terms shall be made reasonably and in good faith.
Miscellaneous
These Terms, together with any Order Forms, the DPA, and any additional policies referenced herein, constitute the entire agreement between the parties with respect to the services.
Scribie may assign these Terms in connection with a merger, acquisition, or sale of assets. You may not assign these Terms without Scribie's prior written consent.
In the event of any inconsistency between these Terms, the Privacy Policy, and the Data Processing Addendum, the Data Processing Addendum shall control solely with respect to the processing of Personal Data, followed by the Privacy Policy, and then these Terms.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
The failure of either party to enforce any right or provision shall not constitute a waiver of that right or provision.
Neither party shall be liable for any delay or failure in performance under these Terms to the extent such delay or failure is caused by events or circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemics, war, terrorism, civil unrest, labor disputes, power outages, failures of telecommunications or internet services, governmental actions, or any other event commonly recognized as a force majeure event.
If a force majeure event continues for more than thirty (30) days, either party may terminate the affected services upon written notice to the other without liability.
Contact Information
If you have questions, concerns, or requests regarding these Terms or our practices, please contact:
Scribie Technologies, Inc.
2261 Market Street, #22612, San Francisco, CA 94114, United States
Email: support@scribie.com
Website: Contact Us